mpr8k20091216ex4b.htm


    
      Exhibit
4(b)

       

      AMENDMENT NO. 1 TO RIGHTS
AGREEMENT

      


      This
Amendment No. 1 (this “Amendment”) is made
as of the 11th  day
of December, 2009 to the Rights Agreement (“Rights Agreement”)
dated January 6, 2000 between Met-Pro Corporation, a Pennsylvania corporation
(“Met-Pro”) and
American Stock Transfer and Trust Company, LLC (“Rights
Agent”).

      _______________________

       

      WHEREAS,
Met-Pro and the Rights Agent entered into the Rights Agreement on January 6,
2000; and

      


      WHEREAS,  Met-Pro
desires to amend the Rights Agreement, as authorized by and pursuant to Section
27 thereof;

      


      NOW,
THEREFORE, Met-Pro and the Rights Agent hereby agree as follows:

      


      1.     The
definition of “Expiration Date” provided for in Section 1(l) of the Rights
Agreement is hereby replaced with the following definition:

      


      “
‘Expiration Date’ shall mean the earliest of (i) the close of business on the
twentieth (20th)
anniversary of the Record Date (the “Final Expiration Date”), (ii) the time at
which the Rights are redeemed as provided for in Section 23 hereof, or (iii) the
time at which the Rights are exchanged pursuant to Section 24
hereof.”

      


      2.    The
“Purchase Price” (as defined by Section 7(b) of the Rights Agreement) is set and
determined to be Fifty Seven Dollars ($57.00). For the avoidance of doubt, it is
stated that such Fifty Seven Dollars ($57.00) Purchase Price is the Purchase
Price that shall be in effect effective with this Amendment, and that such Fifty
Seven Dollars ($57.00) shall not be deemed to have been adjusted by adjustments
made prior to the date of this Amendment pursuant to the provisions of the
Rights Agreement, including without limitation those adjustments provided for by
Section 11 of the Rights Agreement. Nothing in the foregoing shall be deemed to
amend or modify the prospective application of the provisions of the Rights
Agreement that shall hereafter result in an adjustment to the Purchase Price,
including without limitation the provisions of Section 11 of the Rights
Agreement.

      


      3.     This
Amendment shall bind and inure to the benefit of the Company and the Rights
Agent and their respective successors and assigns.

      


      Except
as set forth herein, the Rights Agreement is agreed to be in force and effect
and unmodified and not amended.

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

      
        	
                 

                MET-PRO
      CORPORATION

                 

                 

                By:   /s/ Raymond De
      Hont                                         
      

                       Raymond
      De Hont

                 

              	
                 

                AMERICAN
      STOCK TRANSFER & TRUST COMPANY, LLC

                 

                By:  /s/ Herbert J.
      Lemmer                             
                  
      

                        Name: 
      HERBERT J. LEMMER 

                         Title:   VICE
      PRESIDENT                             
          

              
	
                 

                Attest:  /s/ Gary J.
      Morgan                                        
       

                Name: Gary J.
      Morgan                                              

                Title:  _CFO
      _______________________________

              	
                 

                Attest:  /s/ Susan
      Silber                                                
      

                Name:  SUSAN
      SILBER                                            

                Title:  
      Assistant
      Secretary                                           

              


      

      


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